Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 01, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | 374WATER INC. | |
Entity Central Index Key | 0000933972 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Entity Common Stock Shares Outstanding | 122,817,746 | |
Document Quarterly Report | true | |
Entity Interactive Data Current | Yes | |
Document Transition Report | false | |
Entity File Number | 000-27866 | |
Entity Tax Identification Number | 88-0271109 | |
Entity Incorporation State Country Code | DE | |
Entity Address Address Line 1 | 701 W Main Street, Suite 410 | |
Entity Address City Or Town | Durham | |
Entity Address State Or Province | NC | |
Entity Address Postal Zip Code | 27701 | |
City Area Code | 919 | |
Local Phone Number | 888-8194 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 6,847,580 | $ 71,799 |
Accounts receivable | 12,667 | 31,330 |
Prepaid expenses | 40,668 | 0 |
Total Current Assets | 6,900,915 | 103,129 |
Long-Term Assets: | ||
Equipment, net | 2,195 | 403 |
Intangible asset, net | 1,057,742 | 0 |
Other assets | 20,101 | 275 |
Total Long-Term Assets | 1,080,038 | 678 |
Total Assets | 7,980,953 | 103,807 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 76,935 | 76,249 |
Advances from stockholders | 0 | 15,108 |
Other liabilities | 23,207 | 1,200 |
Total Current Liabilities | 100,142 | 92,557 |
Total Liabilities | 100,142 | 92,557 |
Stockholders' Equity | ||
Preferred Stock: 1,000,000 Convertible Series D preferred shares authorized; par value $0.0001 per share, 27,272 issued and outstanding at September 30, 2021 and nil issued and outstanding at December 31, 2020 (Liquidation Preference of $408,950) | 3 | 0 |
Common stock: 200,000,000 common shares authorized, par value $0.0001 per share, 122,817,746 and 62,410,452 shares outstanding at September 30, 2021 and December 31, 2020, respectively | 12,281 | 6,241 |
Additional paid-in capital | 10,356,751 | 416 |
Accumulated (deficit) earnings | (2,488,224) | 4,593 |
Total Stockholders' Equity | 7,880,811 | 11,250 |
Total Liabilities and Stockholders' Equity | $ 7,980,953 | $ 103,807 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Condensed Consolidated Balance Sheets | ||
Preferred stock, shares authorized | 50,000,000 | 1,000,000 |
preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 27,272 | 0 |
Preferred stock, shares Outstanding | 27,272 | 0 |
Preferred stock, Liquidation Preference | $ 408,950 | $ 408,950 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common Stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, shares issued | 122,817,746 | 62,410,452 |
Common Stock, shares outstanding | 122,817,746 | 62,410,452 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Condensed Consolidated Statements of Operations (Unaudited) | ||||
Revenue | $ 19,000 | $ 32,763 | $ 33,600 | $ 32,763 |
Operating Expenses | ||||
Research and development | 115,936 | 1,740 | 269,796 | 1,740 |
Product development | 0 | 0 | 1,399,833 | 0 |
Professional Fees | 84,514 | 2,165 | 245,152 | 2,665 |
General and administrative | 370,937 | 5,091 | 612,387 | 7,486 |
Total Operating Expenses | 571,387 | 8,996 | 2,527,168 | 11,891 |
Income (Loss) from Operations | (552,387) | 23,767 | (2,493,568) | 20,872 |
Other Income | ||||
Award income | 0 | 50,000 | 0 | 52,000 |
Interest income | 428 | 0 | 751 | 0 |
Total Other Income | 428 | 50,000 | 751 | 52,000 |
Net Income (Loss) before Income Taxes | (551,959) | 73,767 | (2,492,817) | 72,872 |
Provision for Income Taxes | 0 | 0 | 0 | 0 |
Net Income (Loss) | $ (551,959) | $ 73,767 | $ (2,492,817) | $ 72,872 |
Net Income (Loss) per Share - Basic and Diluted | $ (0.01) | $ 0 | $ (0.03) | $ 0 |
Weighted Average Common Shares Outstanding - Basic and Diluted | 98,391,746 | 62,410,452 | 84,283,229 | 62,410,452 |
Condensed Consolidated Changes
Condensed Consolidated Changes in Stockholders' Deficit (Unaudited) - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Accumulated other comprehensive loss |
Balance, shares at Dec. 31, 2019 | 62,410,452 | |||||
Balance, amount at Dec. 31, 2019 | $ (35,744) | $ 0 | $ 6,241 | $ (6,241) | $ (35,744) | |
Net Loss | (709) | 0 | $ 0 | 0 | (709) | |
Balance, shares at Mar. 31, 2020 | 62,410,452 | |||||
Balance, amount at Mar. 31, 2020 | (36,453) | 0 | $ 6,241 | (6,241) | (36,453) | |
Balance, shares at Dec. 31, 2019 | 62,410,452 | |||||
Balance, amount at Dec. 31, 2019 | (35,744) | 0 | $ 6,241 | (6,241) | (35,744) | |
Net Loss | 72,872 | |||||
Balance, shares at Sep. 30, 2020 | 62,410,452 | |||||
Balance, amount at Sep. 30, 2020 | 37,128 | 0 | $ 6,241 | (6,241) | 37,128 | |
Balance, shares at Mar. 31, 2020 | 62,410,452 | |||||
Balance, amount at Mar. 31, 2020 | (36,453) | 0 | $ 6,241 | (6,241) | (36,453) | |
Net Loss | (186) | 0 | $ 0 | 0 | (186) | |
Balance, shares at Jun. 30, 2020 | 62,410,452 | |||||
Balance, amount at Jun. 30, 2020 | (36,639) | 0 | $ 6,241 | (6,241) | (36,639) | |
Net Loss | 73,767 | 0 | $ 0 | 0 | 73,767 | |
Balance, shares at Sep. 30, 2020 | 62,410,452 | |||||
Balance, amount at Sep. 30, 2020 | 37,128 | 0 | $ 6,241 | (6,241) | $ 37,128 | |
Balance, shares at Dec. 31, 2020 | 62,410,452 | |||||
Balance, amount at Dec. 31, 2020 | 11,250 | 0 | $ 6,241 | 416 | $ 4,593 | |
Net Loss | (66,551) | 0 | 0 | 0 | (66,551) | |
Accretion of stock-based compensation | 10,433 | 0 | $ 0 | 10,433 | 0 | |
Balance, shares at Mar. 31, 2021 | 62,410,452 | |||||
Balance, amount at Mar. 31, 2021 | (44,868) | 0 | $ 6,241 | 10,849 | (61,958) | |
Balance, shares at Dec. 31, 2020 | 62,410,452 | |||||
Balance, amount at Dec. 31, 2020 | 11,250 | $ 0 | $ 6,241 | 416 | 4,593 | |
Net Loss | (2,492,817) | |||||
Balance, shares at Sep. 30, 2021 | 27,272 | 122,817,746 | ||||
Balance, amount at Sep. 30, 2021 | 7,880,811 | $ 3 | $ 12,281 | 10,356,751 | (2,488,224) | |
Balance, shares at Mar. 31, 2021 | 62,410,452 | |||||
Balance, amount at Mar. 31, 2021 | (44,868) | 0 | $ 6,241 | 10,849 | (61,958) | |
Net Loss | (1,874,307) | 0 | 0 | 0 | (1,874,307) | |
Accretion of stock-based compensation | 15,134 | 0 | 0 | 15,134 | 0 | |
Issuance of stock warrants for development of product | (1,399,833) | 0 | $ 0 | 1,399,833 | 0 | |
Recapitalization of the Company, shares | 33,203,512 | |||||
Recapitalization of the Company, amount | (84,225) | $ 0 | $ 3,320 | (87,545) | 0 | |
Series D preferred stock issued for cash and settlement of accounts payable, shares | 440,125 | |||||
Series D preferred stock issued for cash and settlement of accounts payable, amount | 6,601,745 | $ 44 | $ 0 | 6,601,701 | 0 | |
Exercised option and warrants, shares | 1,175,500 | |||||
Exercised option and warrants, amount | 150,345 | 0 | $ 118 | 150,227 | 0 | |
Issuance of common stock for license rights, shares | 1,602,282 | |||||
Issuance of common stock for license rights, amount | 1,073,529 | $ 0 | $ 160 | 1,073,369 | 0 | |
Balance, shares at Jun. 30, 2021 | 440,125 | 98,391,746 | ||||
Balance, amount at Jun. 30, 2021 | 7,237,186 | $ 44 | $ 9,839 | 9,163,568 | (1,936,265) | |
Net Loss | (551,959) | 0 | 0 | 0 | (551,959) | |
Accretion of stock-based compensation | 60,585 | 0 | $ 0 | 60,585 | ||
Exercised option and warrants, shares | 3,783,333 | |||||
Exercised option and warrants, amount | 1,134,999 | $ 0 | $ 377 | 1,134,622 | 0 | |
Conversion of convertible preferred shares into common stock, shares | (412,853) | 20,642,667 | ||||
Conversion of convertible preferred shares into common stock, amount | 0 | $ (41) | $ 2,064 | (2,023) | 0 | |
Balance, shares at Sep. 30, 2021 | 27,272 | 122,817,746 | ||||
Balance, amount at Sep. 30, 2021 | $ 7,880,811 | $ 3 | $ 12,281 | $ 10,356,751 | $ (2,488,224) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ (2,492,817) | $ 72,873 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization expense | 16,314 | 0 |
Stock based compensation | 86,152 | 0 |
Warrant issued for product development agreement | 1,399,833 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 19,663 | 2,165 |
Accounts payable and accrued expenses | (78,558) | 0 |
Prepaid expense | (26,185) | 0 |
Other liabilities | 22,007 | 3,546 |
Cash Provided by (Used In) Operating Activities | (1,053,591) | 78,584 |
Cash Flows from Investing Activities | ||
Purchase of equipment | (2,319) | 0 |
Proceeds from reverse acquisition | 29,536 | 0 |
Increase in other asset | (19,826) | (275) |
Cash Provided by (Used In) Investing Activities | 7,391 | (275) |
Cash Flow from Financing Activities | ||
Repayments to stockholders for advances | (15,108) | 0 |
Proceeds from sale of series D preferred share | 6,551,745 | 0 |
Proceeds from exercise of options and warrants | 1,285,344 | 0 |
Cash Provided by Financing Activities | 7,821,981 | 0 |
Net Increase in Cash | 6,775,781 | 78,309 |
Cash, Beginning of the Period | 71,799 | 5,262 |
Cash, End of the Period | 6,847,580 | 83,571 |
Non-cash investing and financing activities: | ||
Issuance of common stock for license rights | 1,073,529 | 0 |
Accounts payable settled with Series D Preferred Stock | 50,000 | 0 |
Net Liabilities Assumed in Reverse Acquisition: | ||
Cash | 29,536 | 0 |
Prepaid expenses | 14,483 | 0 |
Accounts receivables | 1,000 | 0 |
Account payable | (46,150) | 0 |
Accrued expenses | (83,094) | 0 |
Net liability assumed | $ (84,225) | $ 0 |
Nature of Business and Presenta
Nature of Business and Presentation of Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Nature of Business and Presentation of Financial Statements | |
1. Nature of Business and Presentation of Financial Statements | Note 1 – Nature of Business and Presentation of Financial Statements Description of the Company 374Water, Inc., f/k/a PowerVerde, Inc. (the “Company”) was a Delaware corporation formed in March 2007. The Company was formed to develop, commercialize, and market a series of unique electric generating power systems designed to produce electrical power with zero emissions or waste byproducts, based on a patented pressure-driven expander motor and related organic rankine cycle technology. On April 16, 2021, 374Water Inc. (f/k/a PowerVerde, Inc.) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with 374Water, Inc., a privately held company based in Durham, North Carolina, (“374Water”) and 374Water Acquisition Corp., a newly-formed wholly-owned subsidiary of PowerVerde (“Sub”). The parties entered into the Agreement pursuant to their Binding Letter of Intent dated September 20, 2020. Pursuant to the merger contemplated by the Merger Agreement (the “Merger”), on April 16, 2021, Sub merged into 374Water, with 374Water as the surviving corporation. In connection with the Merger, all 374Water shares were cancelled and 374Water, Inc. issued to the former 374Water shareholders a total of 62,410,452 shares of 374Water, Inc. common stock. Immediately following the Merger, 374Water changed its name to 374Water Systems Inc and PowerVerde changed its name to 374Water, Inc. After the Merger, the former 374Water stockholders own 64.2% of 374Water Inc’s issued and outstanding common stock and 53.8% of 374Water Inc.’s issued and outstanding voting stock which includes the Preferred Stock. The Merger was accounted for as a reverse acquisition (See Note 4). Nature of Business With the Merger, 374Water Inc.’s current mission is to support a clean and healthy environment to sustain life. The Company plans to use cutting-edge science to recover resources from the waste our society generates and keep drinking water clean. The Company’s customers will include businesses and local governments that will make the sustainable development goals a reality. No material revenues from this planned principal operation have been generated since inception. Revenues to date have been from manufacturing assembly services and from testing, consulting, and advisory services procedures for multiple customers, which have been performed in collaboration with Duke University. Presentation of Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission (SEC) for interim financial information. It is management’s opinion that that the accompanying unaudited condensed consolidated financial statements are prepared in accordance with instructions for Form 10-Q and include all adjustments (consisting only of normal recurring accruals) which are necessary for a fair presentation of the results for the periods presented. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the Annual Report of 374Water Inc, formerly known as PowerVerde, Inc. (“PowerVerde,” “we,” “us,” “our,” or the “Company”) as of and for the year ended December 31, 2020 filed with the Securities and Exchange Commission (“SEC”) on March 9, 2021. The results of operations for the nine months ended September 30, 2021, are not necessarily indicative of the results to be expected for the full year or for future periods. The condensed consolidated financial statements include the accounts of 374Water Inc, formerly known as PowerVerde, Inc. (the “Company”), and PowerVerde Systems, Inc., and 374Water Systems Inc, its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. These interim financial statements reflect the acquisition of the Company’s new wholly-owned subsidiary, 374Water Systems Inc., which was consummated on April 16, 2021, as more fully disclosed in Note 4. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies | |
2. Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company held no cash equivalents as of September 30, 2021, and December 31, 2020. Accounts Receivable Accounts receivables consist of balances due from service revenues. The Company monitors accounts receivable and provides allowances when considered necessary. At September 30, 2021 and December 31, 2020, accounts receivable were considered to be fully collectible. Accordingly, no allowance for doubtful accounts was provided. Equipment Equipment is recorded at cost. Depreciation is computed using the straight-line method and an estimated useful live of three years. Expenses for maintenance and repairs are charged to expense as incurred. Intangible Assets Intangible assets are subject to amortization, and any impairment is determined in accordance with ASC 360, “Property, Plant, and Equipment.” Intangible assets are stated at historical cost and amortized over their estimated useful lives. The Company uses a straight-line method of amortization, unless a method that better reflects the pattern in which the economic benefits of the intangible asset are consumed or otherwise used up can be reliably determined. Long-Lived Assets The Company reviews long-lived assets, including intangible assets with finite lives, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company uses an estimate of the undiscounted cash flows over the remaining life of its long-lived assets, or related group of assets where applicable, in measuring whether the assets to be held and used will be realizable. Recoverability of assets held and used is measured by a comparison of the carrying amount to the future undiscounted expected net cash flows to be generated by the asset. As of September 30, 2021, and 2020, there were no impairments. Revenue Recognition and Concentration The Company follows the revenue standards of Financial Accounting Standards Board Update No. 2014-09: “Revenue from Contracts with Customers (Topic 606).” The core principle of this Topic is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenue is recognized in accordance with that core principle by applying the following five steps: 1) identify the contracts with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when (or as) we satisfy a performance obligation. The Company’s performance obligations will be satisfied at the point in time when products are shipped or delivered to the customer, which is when the customer has title and the significant risks and rewards of ownership. Therefore, the Company’s contracts will have a single performance obligation (shipment or delivery of product). The Company will primarily receive fixed consideration for sales of product. Manufacturing assembly services are recognized as revenue when the assembled product is delivered to the customer and the Company has completed its performance obligations. Revenues for the nine and three months ended September 30, 2021, and 2020 were generated from one manufacturing assembly service agreement, with a related party, and from two consulting and advisory service agreements with unrelated parties, which were recognized when the Company completed its performance obligations under the relevant service agreements. Stock-based Compensation The Company has accounted for stock-based compensation under the provisions of Accounting Standards Codification (ASC) Topic 718 – “Stock Compensation” which requires the use of the fair-value based method to determine compensation for all arrangements under which employees and others receive shares of stock or equity instruments (stock options and common stock purchase warrants). The fair value of each stock option award is estimated on the date of grant using the Black-Scholes valuation model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. Expected volatilities are based on historical volatility of peer companies and other factors estimated over the expected term of the stock options. The expected term of options granted is derived using the “simplified method” which computes expected term as the average of the sum of the vesting term plus the contract term. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the period of the expected term. Accounting for Uncertainty in Income Taxes The Company follows the provisions of ASC Topic 740-10, “Accounting for Uncertainty in Income Taxes” which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This topic also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. There were no uncertain tax positions as of September 30, 2021, and December 30, 2020. Income Tax Policy The Company accounts for income taxes using the liability method prescribed by ASC 740 - Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. Research and Development Costs The Company’s research and development costs are expensed in the period in which they are incurred. Such expenditures amounted to $269,796 and $1,740 for the nine months ended September 30, 2021, and 2020, respectively. Such expenditures amounted to $115,936 and $1,740 for the three months ended September 30, 2021, and 2020, respectively. Earnings (Loss) Per Share Earnings (loss) per share is computed in accordance with FASB ASC Topic 260, “Earnings per Share”. Diluted earnings per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. Certain common stock equivalents were not included in the earnings (loss) per share calculation as their effect would be anti-dilutive. As of September 30, 2021, there were the following potentially dilutive securities that were excluded from diluted net loss per share because their effect would be antidilutive: options for 12,596,000 shares of common stock and 1,363,600 common stock shares issuable upon conversion of the Series D Preferred Stock. There were no dilutive shares as of September 30, 2020. Financial Instruments The Company carries cash, accounts receivable, accounts payable and accrued expenses, at historical costs. The respective estimated fair values of these assets and liabilities approximate carrying values / useful lives of equipment and intangible assets due to their current nature. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the fair value of equity-based compensation, useful lives of intangible assets, and valuation allowance against deferred tax assets. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. There are several other new accounting pronouncements issued or proposed by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe any of these accounting pronouncements has had or will have a material impact on the Company’s condensed consolidated financial position, operating results, or cash flows. |
Liquidity, Capital Resources an
Liquidity, Capital Resources and Going Concern | 9 Months Ended |
Sep. 30, 2021 | |
Nature of Business and Presentation of Financial Statements | |
3. Liquidity, Capital Resources and Going Concern | Note 3 – Liquidity, Capital Resources and Going Concern As of September 30, 2021, the Company had working capital of $6,800,773 compared to working capital of $10,572 at December 31, 2020. This significant increase in working capital is due primarily to the increase in cash over the nine-month period based on the Company’s sale and issuance of Series D Convertible Preferred Stock (“Preferred Stock”) and the proceeds for the exercise of warrants (see Note 4 and Note 6). During the second quarter of 2021, in connection with the Merger (described in Note 4 below), the Company received gross proceeds of $6,551,745 from the sale of Series D Convertible Preferred Stock. As of September 30, 2021, the Company has an accumulated deficit of $2,488,224. For the nine months ended September 30, 2021, the Company had a net loss of $2,492,817 and $1,053,591 of net cash used in operations for the period. The Company believes that the capital raised from the sale of Preferred Stock and proceeds from conversion of warrants will provide sufficient cash flow for the Company to meet its financial obligations for at least the next 12 months as they come due. |
Acquisition of 374Water, Inc. f
Acquisition of 374Water, Inc. fka PowerVerde Inc. | 9 Months Ended |
Sep. 30, 2021 | |
Acquisition of 374Water, Inc. fka PowerVerde Inc. | |
4. Acquisition of 374Water, Inc. f/k/a PowerVerde Inc. | Note 4 – Acquisition of 374Water, Inc. f/k/a PowerVerde Inc. Agreement and Plan of Merger In connection with the Merger, PowerVerde closed on a private placement of 440,125 shares of Series D Convertible Preferred Stock (the “Preferred Stock”) with a par value of $.0001, yielding gross proceeds of $6,551,745 (the “Private Placement”) and the settlement of a $50,000 liability for Preferred Stock shares. The Private Placement proceeds will be used for working capital, primarily for development, manufacture and commercialization of 374Water Inc.’s Air SCWO Nix systems. The Preferred Stock has a stated value of $15 per share, is convertible into common stock at $.30 per share and has voting rights based on the underlying shares of common stock. Upon liquidation of the Company, the Preferred Stockholders have liquidation preference before any assets can be distributed to common stockholders. The current liquidation value is $6,601,735. All of the Preferred Stock was sold pursuant to an exemption from registration requirements under Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended. As a result of the Merger, the issuance of the Preferred Stock, the former 374Water shareholders own 65.8% of 374Water Inc’s issued and outstanding common stock and 53.8% of 374Water Inc.’s issued and outstanding voting stock (which includes the Preferred Stock on an as converted basis). Also as a result of the Merger, 374Water Inc. entered into two-year employment agreements with 374Water founders Yaacov (Kobe) Nagar and Marc Deshusses, Ph. D. Mr. Nagar will serve as the Company’s CEO, replacing Richard H. Davis, who resigned upon closing of the Merger. Mr. Nagar will receive an annual salary of $200,000. Dr. Deshusses will serve as the Company’s Head of Technology on a part-time basis at a salary of $60,000 per year. Pursuant to the Merger, Messrs. Nagar and Deshusses were appointed to the Company’s Board of Directors, joining Mr. Davis, who remains as a Director. The patented technology underlying 374Water’s supercritical water oxidation (SCWO) units, which was developed principally through the efforts of Messrs. Nagar and Deshusses at the facilities of Duke University, Durham, North Carolina (“Duke”), where Dr. Deshusses is a professor, is licensed to 374Water pursuant to a worldwide license agreement with Duke executed on April 16, 2021 (the “License Agreement”) simultaneous with the merger. In connection with the License Agreement, 374Water also executed an equity transfer Agreement with Duke pursuant to which Duke received a small block of shares of common stock (see Note 5). As a result of the Merger Agreement, for financial statement reporting purposes, the business combination between 374Water Inc. and 374Water was treated as a reverse acquisition and recapitalization for accounting purposes with 374Water deemed the accounting acquirer and 374Water Inc. deemed the accounting acquiree under the acquisition method of accounting in accordance with FASB Accounting Standards Codification (“ASC”) Section 805-10-55. The following assets and liabilities were assumed in the transaction: Cash $ 29,354 Prepaid expense 14,485 Accounts Receivable 1,000 Total assets acquired 45,019 Accounts payable (46,150 ) Accrued expenses (83,094 ) Total liabilities assumed $ (129,244 ) Net liabilities assumed $ (84,225 ) |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Intangible Assets | |
5. Intangible Assets | Note 5 – Intangible Assets Intangible assets are recorded at cost and consist of the license agreement with Duke University. The Company issued Duke University a small block of shares of common stock estimated to have a fair value of $1,073,529 as consideration for granting the Company the license based on the Company’s common stock market price on the date the license agreement was executed (see Note 8). Intangible assets are comprised of the following as of September 30, 2021, and December 31, 2020: Name Estimated Life Balance at December 31, 2020 Additions Amortization Balance at September 30, 2021 License agreement 17 Years $ — $ 1,073,529 $ 15,787 $ 1,057,742 Total $ — $ 1,073,529 $ 15,787 $ 1,057,742 Amortization expense for the three and nine months ended September 30, 2021, was $15,787. Estimated future amortization expense as of September 30, 2021: September 30, 2021 2021 (Remaining 3 months) $ 15,787 2022 63,149 2023 63,149 2024 63,149 2025 63,149 Thereafter 789,359 Intangible assets, Net $ 1,057,742 |
Stockholder Equity
Stockholder Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholder Equity | |
6. Stockholder Equity | Note 6 – Stockholder’ Equity The Company is authorized to issue 50,000,000 preferred stock shares and 200,000,000 common stock shares both with a par value of $.0001. Preferred Stock On October 30, 2020, the Company designated 1,000,000 shares as Series D Convertible Preferred Stock with a par value of $.0001. On April 16, 2021, the Company closed on a private placement of 440,125 shares of Series D Convertible Preferred Stock (the “Preferred Stock”) with a par value of $.0001, yielding gross proceeds of $6,551,691 (the “Private Placement”) and settlement of a $50,000 liability for Preferred Stock shares. The Private Placement proceeds will be used for working capital, primarily for the development, manufacturing and commercialization of 374Water’s Air SCWO Nix systems. The Preferred Stock has a stated value of $15 per share, is convertible into common stock at $.30 per share and has voting rights based on the underlying shares of common stock. Upon liquidation of the Company, the Preferred Stockholders have a liquidation preference before any assets can be distributed to common stockholders. The current liquidation value is $6,601,745. All of the Preferred Stock were sold pursuant to an exemption from registration requirements under Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended. On September 30, 2021, 412,853 shares of Series D Preferred stock were converted into 20,642,667 shares of common stock. As of September 30, 2021, there were 27,272 shares of Series D Preferred stock issued and outstanding. Common Stock The holders of common stock are entitled to one vote per share on all matters submitted to a vote of shareholders, including the directors’ election. There is no right to cumulate votes in the election of directors. The holders of common stock are entitled to any dividends that may be declared by the board of directors out of funds legally available for payment of dividends subject to the prior rights of holders of preferred stock and any contractual restrictions the Company has against the payment of dividends on common stock. In the event of our liquidation or dissolution, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no preemptive rights and have no right to convert their common stock into any other securities. As of September 30, 2021, there were 122,817,746 shares of common stock issued and outstanding. On April 16, 2021, as a result of the closing of the Merger Agreement (see Note 4), the equity of the consolidated entity is the historical equity of 374Water, Inc (“374Water”) retroactively restated to reflect the number of shares issued by the Company in the reverse recapitalization. In connection with the Merger, 33,203,512 shares of common stock were issued to 374Water, Inc. (f/k/a PowerVerde, Inc.) stockholders. Pursuant to the Merger, all 374Water shares were cancelled and 374Water, Inc. issued to the former 374Water stockholders a total of 62,410,452 shares of 374Water, Inc. common stock. On April 16, 2021, the Company issued a small block of shares of common stock estimated to have a fair value of $1,073,369 as consideration for the grant of a license to the Company (see Notes 5 and 8). During the three and nine months ended September 30, 2021, the Company issued 3,783,333 and 4,958,833 shares of common stock, respectively, in connection with the exercise of warrants and options and received cash proceeds of $1,285,344 (see below). Stock-based compensation During the nine months ended September 30, 2021, and 2020, the Company recorded stock-based compensation of $86,152 and $0, respectively, related to common stock issued or vested options to employees and various consultants of the Company, of which $75,761 was charged as general and administrative expenses and $10,391 as research and development expenses in the accompanying condensed consolidated statements of operations. Stock Options Stock option activity for the nine months ended September 30, 2021, is summarized as follows: Shares Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Life (Years) Options outstanding at December 31, 2020 12,180,500 0.20 $ 4,750,395 4.63 Granted 2,491,000 1.07 — — Exercised (225,500 ) 0.19 — — Expired/forfeit (1,850,000 ) 0.64 — — Options outstanding at September 30, 2021 12,596,000 0.31 $ 3,861,190 5.72 Total unrecognized compensation associated with these unvested options is approximately $981,306 which will be recognized over a period of four years. The fair value of these options granted were estimated on the date of grant, using the Black-Scholes option-pricing model with the following assumptions: September 30, 2021 Dividend yield 0.00 % Expected life 5.49 – 6.25 Years Expected volatility 38.39 - 38.46 % Risk-free interest rate 0.87 – 1.07 % Stock Warrants In April 2021, pursuant to the binding Memorandum of Understanding dated as of March 30, 2021, between 374Water and MB Holding Inc. (the “MOU”), a warrant for the purchase of 3,783,333 shares of common stock at an exercise price of $.30 per share was issued to MB Holding Inc. as consideration for executing the MOU and was considered fully vested upon the execution of the MOU. These warrants expire in March 2022. Those warrants were estimated to have a grant-date fair value of $0.37 per warrant or aggregate fair value of $1,399,833 which has been presented as product development expense on the condensed statements of operations. During the nine months ended September 30, 2021, the warrants were exercised resulting in the issuance of 4,733,333 shares of common stock and proceeds of $1,242,499. As of September 30, 2021, there are no outstanding warrants. The fair value of those warrants granted were estimated on the date of grant, using the Black-Scholes option-pricing model with the following assumptions: September 30, 2021 Dividend yield 0.00 % Expected life 1 Year Expected volatility 42.39 % Risk-free interest rate 0.06 % A summary of warrant activity during the nine months ended September 30, 2021, is as follows: Shares Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Life (Years) Balance at December 31, 2020 950,000 0.11 $ 690,500 0.44 Issued 3,783,333 0.30 — Exercised (4,733,333 ) 0.26 Balance at September 30, 2021 - - $ - - |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions | |
7. Related Party Transactions | Note 7 - Related Party Transactions Our CFO John L Hofmann is a member of the accounting firm Kabat, Schertzer, De La Torre, Taraboulos & Co, LLC (“KSDT”). The Company paid $42,455 and $0 to KSDT for its services in the nine months ended September 30, 2021 and 2020, respectively, and $750 of services rendered remain unpaid as of September 30, 2021 which is included in accounts payable and accrued expenses. The Company paid $11,847 and $0 to KSDT for its services in the three months ended September 30, 2021 and 2020, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies | |
8. Commitments and Contingencies | Note 8 – Commitments and Contingencies The patented technology underlying 374Water’s supercritical water oxidation (SCWO) units, which was developed principally through the efforts of Messrs. Nagar and Deshusses at the facilities of Duke University, Durham, North Carolina (“Duke”), where Dr. Deshusses is a professor, is licensed to 374Water pursuant to a worldwide license agreement with Duke executed on April 16, 2021 (the “License Agreement”). In connection with the License Agreement, 374Water also executed an equity transfer Agreement with Duke pursuant to which Duke received a small block of common stock in the Company (See Notes 4 and 6). Under the terms of the License Agreement, the Company is required to make royalty payments based on a percentage of licensed product sales, as defined in the License Agreement which is triggered by the sale of licensed products. Further, the Company is also required to pay royalties on a percentage of sublicensing fees. The Company will reimburse Duke for any ongoing patent expenses incurred. During the three and nine month period ending September 30, 2021, the Company has not incurred any expenses in connection with this License Agreement. The Company may terminate the license agreement anytime by providing Duke 60 days’ notice. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies | |
Cash and Cash Equivalents | The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company held no cash equivalents as of September 30, 2021, and December 31, 2020. |
Accounts Receivable | Accounts receivables consist of balances due from service revenues. The Company monitors accounts receivable and provides allowances when considered necessary. At September 30, 2021 and December 31, 2020, accounts receivable were considered to be fully collectible. Accordingly, no allowance for doubtful accounts was provided. |
Equipment | Equipment is recorded at cost. Depreciation is computed using the straight-line method and an estimated useful live of three years. Expenses for maintenance and repairs are charged to expense as incurred. |
Intangible Assets | Intangible assets are subject to amortization, and any impairment is determined in accordance with ASC 360, “Property, Plant, and Equipment.” Intangible assets are stated at historical cost and amortized over their estimated useful lives. The Company uses a straight-line method of amortization, unless a method that better reflects the pattern in which the economic benefits of the intangible asset are consumed or otherwise used up can be reliably determined. |
Long-Lived Assets | The Company reviews long-lived assets, including intangible assets with finite lives, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company uses an estimate of the undiscounted cash flows over the remaining life of its long-lived assets, or related group of assets where applicable, in measuring whether the assets to be held and used will be realizable. Recoverability of assets held and used is measured by a comparison of the carrying amount to the future undiscounted expected net cash flows to be generated by the asset. As of September 30, 2021, and 2020, there were no impairments. |
Revenue Recognition and Concentration | The Company follows the revenue standards of Financial Accounting Standards Board Update No. 2014-09: “Revenue from Contracts with Customers (Topic 606).” The core principle of this Topic is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenue is recognized in accordance with that core principle by applying the following five steps: 1) identify the contracts with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when (or as) we satisfy a performance obligation. The Company’s performance obligations will be satisfied at the point in time when products are shipped or delivered to the customer, which is when the customer has title and the significant risks and rewards of ownership. Therefore, the Company’s contracts will have a single performance obligation (shipment or delivery of product). The Company will primarily receive fixed consideration for sales of product. Manufacturing assembly services are recognized as revenue when the assembled product is delivered to the customer and the Company has completed its performance obligations. Revenues for the nine and three months ended September 30, 2021, and 2020 were generated from one manufacturing assembly service agreement, with a related party, and from two consulting and advisory service agreements with unrelated parties, which were recognized when the Company completed its performance obligations under the relevant service agreements. |
Stock-based Compensation | The Company has accounted for stock-based compensation under the provisions of Accounting Standards Codification (ASC) Topic 718 – “Stock Compensation” which requires the use of the fair-value based method to determine compensation for all arrangements under which employees and others receive shares of stock or equity instruments (stock options and common stock purchase warrants). The fair value of each stock option award is estimated on the date of grant using the Black-Scholes valuation model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. Expected volatilities are based on historical volatility of peer companies and other factors estimated over the expected term of the stock options. The expected term of options granted is derived using the “simplified method” which computes expected term as the average of the sum of the vesting term plus the contract term. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the period of the expected term. |
Accounting for Uncertainty in Income Taxes | The Company follows the provisions of ASC Topic 740-10, “Accounting for Uncertainty in Income Taxes” which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This topic also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. There were no uncertain tax positions as of September 30, 2021, and December 30, 2020. |
Income Tax Policy | The Company accounts for income taxes using the liability method prescribed by ASC 740 - Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. |
Research and Development Costs | The Company’s research and development costs are expensed in the period in which they are incurred. Such expenditures amounted to $269,796 and $1,740 for the nine months ended September 30, 2021, and 2020, respectively. Such expenditures amounted to $115,936 and $1,740 for the three months ended September 30, 2021, and 2020, respectively. |
Earnings (Loss) Per Share | Earnings (loss) per share is computed in accordance with FASB ASC Topic 260, “Earnings per Share”. Diluted earnings per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. Certain common stock equivalents were not included in the earnings (loss) per share calculation as their effect would be anti-dilutive. As of September 30, 2021, there were the following potentially dilutive securities that were excluded from diluted net loss per share because their effect would be antidilutive: options for 12,596,000 shares of common stock and 1,363,600 common stock shares issuable upon conversion of the Series D Preferred Stock. There were no dilutive shares as of September 30, 2020. |
Financial Instruments | The Company carries cash, accounts receivable, accounts payable and accrued expenses, at historical costs. The respective estimated fair values of these assets and liabilities approximate carrying values / useful lives of equipment and intangible assets due to their current nature. |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the fair value of equity-based compensation, useful lives of intangible assets, and valuation allowance against deferred tax assets. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. There are several other new accounting pronouncements issued or proposed by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe any of these accounting pronouncements has had or will have a material impact on the Company’s condensed consolidated financial position, operating results, or cash flows. |
Acquisition of 374Water, Inc._2
Acquisition of 374Water, Inc. fka PowerVerde Inc. (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Acquisition of 374Water, Inc. fka PowerVerde Inc. | |
Schedule of assets and liabilities were assumed | Cash $ 29,354 Prepaid expense 14,485 Accounts Receivable 1,000 Total assets acquired 45,019 Accounts payable (46,150 ) Accrued expenses (83,094 ) Total liabilities assumed $ (129,244 ) Net liabilities assumed $ (84,225 ) |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Intangible Assets | |
Schedule of future amortization expense | September 30, 2021 2021 (Remaining 3 months) $ 15,787 2022 63,149 2023 63,149 2024 63,149 2025 63,149 Thereafter 789,359 Intangible assets, Net $ 1,057,742 |
Schedule of intangible assets | Name Estimated Life Balance at December 31, 2020 Additions Amortization Balance at September 30, 2021 License agreement 17 Years $ — $ 1,073,529 $ 15,787 $ 1,057,742 Total $ — $ 1,073,529 $ 15,787 $ 1,057,742 |
Stockholder Equity (Tables)
Stockholder Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Schedule of stock option activity | Shares Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Life (Years) Options outstanding at December 31, 2020 12,180,500 0.20 $ 4,750,395 4.63 Granted 2,491,000 1.07 — — Exercised (225,500 ) 0.19 — — Expired/forfeit (1,850,000 ) 0.64 — — Options outstanding at September 30, 2021 12,596,000 0.31 $ 3,861,190 5.72 |
Schedule of warrant activity | Shares Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Life (Years) Balance at December 31, 2020 950,000 0.11 $ 690,500 0.44 Issued 3,783,333 0.30 — Exercised (4,733,333 ) 0.26 Balance at September 30, 2021 - - $ - - |
Stock Option [Member] | |
Schedule of stock option assumptions | September 30, 2021 Dividend yield 0.00 % Expected life 5.49 – 6.25 Years Expected volatility 38.39 - 38.46 % Risk-free interest rate 0.87 – 1.07 % |
Warrants [Member] | |
Schedule of stock option assumptions | September 30, 2021 Dividend yield 0.00 % Expected life 1 Year Expected volatility 42.39 % Risk-free interest rate 0.06 % |
Nature of Business and Presen_2
Nature of Business and Presentation of Financial Statements (Details Narrative) | 1 Months Ended |
Apr. 16, 2021shares | |
Nature of Business and Presentation of Financial Statements | |
Shares issued to former holder | 62,410,452 |
Merger effect description | Immediately following the Merger, 374Water changed its name to 374Water Systems Inc and PowerVerde changed its name to 374Water, Inc. After the Merger, the former 374Water stockholders own 64.2% of 374Water Inc’s issued and outstanding common stock and 53.8% of 374Water Inc.’s issued and outstanding voting stock which includes the Preferred Stock. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Impairment of long-lived assets | $ 0 | ||||
Uncertain tax positions | $ 0 | 0 | $ 0 | ||
Research and development | 115,936 | $ 1,740 | 269,796 | $ 1,740 | |
Cash equivalents | $ 0 | $ 0 | |||
Series D Preferred Stock [Member] | |||||
Antidilutive shares | 1,363,600 | ||||
Options [Member] | |||||
Antidilutive shares | 12,596,000 |
Liquidity Capital Resources and
Liquidity Capital Resources and Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Nature of Business and Presentation of Financial Statements | ||||||||||
Working capital | $ 6,800,773 | $ 6,800,773 | $ 10,572 | |||||||
Proceed from sales of stock | $ (6,551,745) | |||||||||
Accumulated deficit | (2,488,224) | (2,488,224) | $ 4,593 | |||||||
Net loss | $ (551,959) | $ (1,874,307) | $ (66,551) | $ 73,767 | $ (186) | $ (709) | (2,492,817) | $ 72,872 | ||
Net cash used in operations | $ (1,053,591) | $ 78,584 |
Acquisition of 374Water, Inc._3
Acquisition of 374Water, Inc. fka PowerVerde Inc. (Details) - 374Water, Inc. [Member] | Sep. 30, 2021USD ($) |
Cash | $ 29,354 |
Prepaid expense | 14,485 |
Accounts Receivable | 1,000 |
Total assets acquired | 45,019 |
Accounts payable | (46,150) |
Accrued expenses | (83,094) |
Total liabilities assumed | (129,244) |
Net liabilities assumed | $ (84,225) |
Acquisition of 374Water, Inc._4
Acquisition of 374Water, Inc. fka PowerVerde Inc. (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Apr. 16, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Oct. 30, 2020 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
CEO [Member] | ||||
Annual Salary | $ 200,000 | |||
Dr. Deshusses [Member] | ||||
Annual Salary | $ 60,000 | |||
Series D Preferred Stock [Member] | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Shares in private placement | 440,125 | |||
Gross proceeds from private placement | $ 6,551,745 | |||
Settlement of liability for preferred stock shares | $ 50,000 | 50,000 | ||
Liquidation value | $ 6,601,735 | |||
Conversion description of par value | The Preferred Stock has a stated value of $15 per share, is convertible into common stock at $.30 per share and has voting rights based on the underlying shares of common stock. |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Intangible Assets Additions | $ 1,073,529 | |
Accumulated amortization | 15,787 | |
Net book value | 1,057,742 | $ 0 |
License Agreement [Member] | ||
Intangible Assets Additions | 1,073,529 | |
Accumulated amortization | $ 15,787 | |
Estimated Life | 17 Years | |
Intangible Assets Gross | $ 1,057,742 | $ 0 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Intangible Assets | ||
2021 (Remaining 3 months) | $ 15,787 | |
2022 | 63,149 | |
2023 | 63,149 | |
2024 | 63,149 | |
2025 | 63,149 | |
Thereafter | 789,359 | |
Intangible assets, Net | $ 1,057,742 | $ 0 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | Sep. 30, 2021 | Apr. 16, 2021 | Dec. 31, 2020 |
Common shares issued, fair value | $ 12,281 | $ 1,073,369 | $ 6,241 |
Duke University [Member] | |||
Common shares issued, fair value | $ 1,073,529 |
Stockholder Equity (Details)
Stockholder Equity (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Granted | 3,783,333 | |
Options [Member] | ||
Begining Balance | 12,180,500 | |
Granted | 2,491,000 | |
Exercised | (225,500) | |
Expired/forfeited | (1,850,000) | |
Ending Balance | 12,596,000 | 12,180,500 |
Weighted Average Exercise Price, Begining Balance | $ 0.20 | |
Weighted Average Exercise Price, Granted | 1.07 | |
Weighted Average Exercise Price, Exercised | 0.19 | |
Weighted Average Exercise Price, Expired/forfeit | 0.64 | |
Weighted Average Exercise Price, Ending Balance | $ 0.31 | $ 0.20 |
Aggregate Intrinsic Value, Begining | $ 4,750,395 | |
Aggregate Intrinsic Value, Ending | $ 3,861,190 | $ 4,750,395 |
Wighted Average Remaining Contractual Life (Years) | 4 years 7 months 17 days | 5 years 8 months 19 days |
Stockholder Equity (Details 1)
Stockholder Equity (Details 1) - Options [Member] | 9 Months Ended |
Sep. 30, 2021 | |
Dividend yield | 0.00% |
Minimum [Member] | |
Expected life | 5 years 5 months 26 days |
Expected volatility | 38.39% |
Risk-free interest rate | 0.87% |
Maximum [Member] | |
Expected life | 6 years 3 months |
Expected volatility | 38.46% |
Risk-free interest rate | 1.07% |
Stockholder Equity (Details 2)
Stockholder Equity (Details 2) - Warrants [Member] | 9 Months Ended |
Sep. 30, 2021 | |
Dividend yield | 0.00% |
Expected life | 1 Year |
Expected volatility | 42.39% |
Risk-free interest rate | 0.06% |
Stockholder Equity (Details 3)
Stockholder Equity (Details 3) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Apr. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Balance at beginning | 950,000 | ||
Shares Issued | 3,783,333 | ||
Shares Exercised | (4,733,333) | ||
Weighted Average Exercise Price Balance at beginning | $ 0.11 | ||
Weighted Average Exercise Price Issued | $ 0.37 | 0.30 | |
Weighted Average Exercise Price Exercised | 0.26 | ||
Weighted Average Exercise Price Balance at end | $ 0 | $ 0.11 | |
Aggregate Intrinsic Value Balance at beginning | $ 690,500 | ||
Aggregate Intrinsic Value Balance at end | $ 0 | $ 690,500 | |
Warrants [Member] | |||
Warrants outstanding Begining | 5 months 8 days |
Stockholder Equity (Details Nar
Stockholder Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Apr. 30, 2021 | Apr. 16, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Oct. 30, 2020 | |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 1,000,000 | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares issued during period | 3,783,333 | 4,958,833 | ||||||
Proceeds from exercise of options and warrants | $ 1,285,344 | $ 0 | ||||||
Common stock, shares issued | 122,817,746 | 122,817,746 | 62,410,452 | |||||
Stock-based compensation | $ 86,152 | 0 | ||||||
Common shares issued, fair value | $ 1,073,369 | $ 12,281 | 12,281 | $ 6,241 | ||||
Research and development expenses | $ 10,391 | |||||||
Number of warrant purchase | 3,783,333 | |||||||
Exercise price | $ 0.30 | |||||||
Warrant grant date fair value | $ 0.37 | $ 0.30 | ||||||
Aggregate fair value of warrant | $ 1,399,833 | |||||||
Issuance of common stock, exercise of warrants | 4,733,333 | |||||||
Gross proceeds on exercise of warrants | $ 1,242,499 | |||||||
Preferred stock, shares issued | 27,272 | 27,272 | 0 | |||||
Preferred stock, shares outstanding | 27,272 | 27,272 | 0 | |||||
Common stock, shares outstanding | 122,817,746 | 122,817,746 | 62,410,452 | |||||
General and administrative expenses | $ 370,937 | $ 5,091 | $ 612,387 | $ 7,486 | ||||
Options [Member] | ||||||||
Unrecognized compensation expense, unvested options | $ 981,306 | 981,306 | ||||||
Consultant [Member] | ||||||||
General and administrative expenses | $ 75,761 | |||||||
374Water, Inc. [Member] | ||||||||
Common stock, shares issued | 33,203,512 | |||||||
Series D Preferred Stock [Member] | ||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares issued | 27,272 | 27,272 | ||||||
Preferred stock, shares outstanding | 27,272 | 27,272 | 1,000,000 | |||||
Settlement of liability for preferred stock shares | $ 50,000 | $ 50,000 | ||||||
Proceeds From Issuance Of Private Placement | $ 6,551,691 | |||||||
Common stock, Shares in private placement | 440,125 | |||||||
Liquidation value | $ 6,601,745 | $ 6,601,745 | ||||||
Shares converted | 412,853 | 412,853 | ||||||
Common Stock [Member] | ||||||||
Common stock, shares issued | 122,817,746 | 122,817,746 | ||||||
Shares converted | 20,642,667 | 20,642,667 | ||||||
Common stock, shares outstanding | 122,817,746 | 122,817,746 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Related Party Transactions | ||||
Related party cost | $ 11,847 | $ 0 | $ 42,455 | $ 0 |
Due to related party | $ 750 | $ 750 |